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BOSASA EMPOWERMENT AND MANAGEMENTSERVICES (PTY) LTD REGISTRATION NUMBER: 1999/020406/07

AND BOSASAOPERATIONS(PTY) LTD

REGISTRATION NUMBER: 1981/012426/07

MINUTES OF THE DIRECTORS MEETING OF THE ABOVE.COMPANIES HELD AT MOGALE

BUSINESS PARK, 1 WINDSOR ROAD, LUIPAARDSVLEI, MOGALE-CITY ON MONDAY, 20

FEBRUARY 2017 AT 09H00

PRESENT: GJ Watson FOR BOSASA EMPOWERMENT TI Dikani AND MANAGEMENT SERVICES JGumede (PTY) LTD NLT Makoko (Ms)

PRESENT: GJ Watson

FOR BOSASA OPERATIONS JGumede (PTY) LTD NLT Makoko (Ms)

PF Leshabane

JSA Leyds (Ms)

TI Dikani

SSDT Mathenjwa

BY INVITATION: A Agrizzi -Chief-Operations Officer (via Skype)

L Watson -Group Legal Advisor

AJ van Tonder-·Group Financial Officer

·CT Passano-Finance and BI

N Olivier- Secretarial

APOLOGIES: M Oliveria(For Bosasa Empowerment & Management Services (Pty) Ltd

and Bosasa Operations {Pty) Ltd)

ATTENDANCE REGISTERS & All present, signed the attendance registers and WaiverWAIVER NOTICES: Notices.

DISCLOSURES: It is noted that no disclosures were made.

SKYPE CONNECTION: Various attempts were executed to communicate with Mr Angelo Agrizzi via Skype.

Natasha called Mr Agrizzi at 09h12 to advise that we were

trying to connect via Skype and asked that he connect to

Skype on his side.

Further connections were made at 09h15 and 09h18. An interim connection was made however the quality thereof

was poor. Angelo requested that a What's App<:all be made and various attempts were made at 09h20, 09h21 and 09h28.

MINUTES OF BOARD MEETING WHERE AGRIZZI'S RECKLESS MANAGMENT AND RELATIONSHIP WITH THE BOARD WAS DISCUSSED

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RESOLUTIONS:

•'"' ORDINARY RESOLUTION 1:

ORDINARY RESOLUTION 2:

ORDINARY RESOLUTION 3:

ORDINARY RESOLUTION 4:

Papa Lesha bane noted that the, current Chairperson's term,"•

Ms BJ Mkangisa, had-come to an end and recommended that Johannes<,umede be appointed as Chairman for the company for the forthcoming financial year.

1. The Board, by a show of hands, unanimously accepted

and confirmed the appointment of Johannes Gumedeas Chairman for the Group for the forthcoming year{2017 -2018).

Papa Leshabane proceeded to hand over the Chair to

Johannes Gumede who proceeded with the meeting.He expressed his gratitude to the Board for his

appointment.

2. The election of Natasha Olivier as Secretarial Officer

was proposed and duly approved, by a show of hands,

for the forthcoming financial year.

The Authorised signatories to the Annual Financial Statements

for the year ended 29 ·February 2016 were duly approved -as

per Annexure "A".

Gavin Watson requested that the 2017 financial statements for Sondolo IT (Pty) Ltd be signed off by SSDT Mathenjwa as

one of the signatories. This request was confirmed.

It-was noted that the current list of individuals had confirmed

their availability for re-election to various boards for the

forthcoming year. These proposals would be taken to the

Shareholders for approval.

The following entities were confirmed, namely: Bosasa Empowerment and Management Services (Pty) Ltd

and Bosasa Operations (Pty) Ltd.

The Board furthermore confirmed the directorships for the subsidiary companies and/or associated companies as listed ·

in Annexure uB11

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The Board confirmed the authorities of the listed individuals and their respective binding rights as per Annexure "C". The attention was brought to the board that, at any given time,

one signatory on all documents must be that of the CEO, Mr Gavin Watson.

Papa Leshabane provided a brief explanation with regard to the way forward and the reasoning behind this decision and highlighted that the CEO, in his absence, would appoint a temporary representative to sign documents in order to avoid

any delays in the day to day business activities of the company.

083

SKYPE CONNECTION:

ORDINARY RESOLUTION 5:

The Chairman queried point 5 of the List of Authorities with

regard to the representative of Kgwerano for the Remuneration Committee. Papa Leshabane confirmed that

this was no longer necessary and should be removed.

Andries van Tonder queried whether this was relevant to the Wesbank contracts in respect of vehicles as well, as often the

Wesbank representative would show up at our offices for

urgent signatures. It was confirmed that Gavin Watson would need to sign these documents as well.

Angelo Agrizzi skyped in - managed to connect for

approximately 8 minutes and then lost reception as well.

Natasha Olivier advised Angelo Agrizzi of the items that had

been discussed and agreed upon and that the board was

currently discussing Resolution 5.

The Chairman continued with the Agenda and we were

advised by Angelo Agrizzi that, regrettably the connection was

not a good one and that he would not be able to fully partake

in the meeting but would receive the minutes in respect

thereof. All agreed and the call was disconnected.

1. The Chairman confirmed the new meeting strategy

�uggesled by lhe Board in lhal, un a weekly basis, a

combined Exco, HOD & invitee meeting would be

held. This forum would allow all related parties to

report back to the Board on all matters currently on

hand and to present matters that need to be

discussed and decided upon at this meeting.

Gavin Watson advised that at the above meeting,whatever decision is taken by the Board, such decision

will be implemented. The above meetings will bechaired by Papa Leshabane.

2. For the sake of logistics, all other internal unit

meetings may be held for purposes of reporting and

such meetings will be brought to the above forum and

presented to the board.

3. It was furthermore confirmed that the Directors ofthe Company would hold its Board Meetings every 2

(two) months. This forum will allow all decisionstaken at the Exco meetings, to be formalized by the

Board and minuted. Papa Leshabane suggested that these meetings be referred to ManExco Meeting

(Management and Exco Meeting).

4. All Group legal related matters must be dealt with byLindsay Watson, the Group Legal Advisor.

084

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ORDINARY RESOLUTION 6:

SPECIAL RESOLUTION 1-Financia I Assistance (Section

45):

The Board ratifies the incorporation of the Business

Management Processes and Financial Controls, as approved on 31 January 2017.

Colleen Passano advised the board that Lindsay Watson, Louis

Passano and herself had held meetings with all profit centres within the Group, following the presentation of the new

procedures on the 30th of January 2017. A full explanation was provided and Colleen stated that all units were explained the procedures and given opportunity to note any challenges in

complying with the new processes. Some minor exceptions

were noted, which will be documented and circulated upon

finalization after customization of the affected processes .. Exceptions noted were that of emergency repairs and

maintenance over weekends. All queries or uncertainties raised by units were clarified and overall the response of the

units were positive.

In terms of authorisations, Colleen Passano advised that

should an individual not be physically present for signatures,

then such authorisations can be obtained via e-mail.

There was one exception raised by IT which she advised she

will direct to the board for authorization, in that no one

previously signed purchase orders on IT related expenses. The

computer expense form served as the authorizing document

and had all relevant signatories. Historically this process had

been followed. The issue raised by Colleen Passano is that the

computer expense form is an internal works requisition document and that external purchase orders, is the legal

biding instruction to the supplier, which is not approved. This poses additional checks required by accounts which would be

done by the approver of the purchase order in the new

process. Jackie Leyds raised a concern about this and the

importance of all the processes being followed correctly in

terms of the new way forward. Gavin Watson reiterated to the

board that no IT equipment will be purchased without his authorization and signature thereon. No exceptions will be

entertained at all.

Lindsay Watson asked Colleen to elaborate on the threshold levels. Colleen notified the board of one aspect that is

pending that needed to be finalised upon Angelo Agrizzi's

return. This would be the authorization threshold relevant to his signature. It was furthermore decided that both the COO and the CEO would authorize transactions exceeding the

agreed upon threshold.

The Board of Directors noted and confirmed the Special Resolution to be taken to the Shareholders for approval, to

authorize Financial Assistance for a period of two years, as

detailed in Annexure "D".

085

GENERAL MATTERS: 1. GCCU Awards

Jackie Leyds advised the Chairman and the Board that an

application had been made to partake in the AnnualGlobal Council Corporate University Awards. There are

three categories in which application has been made

namely Corporate Culture and Brand, Corporate Social

Responsibility and Holistic, Human and Digital approach.

All of this has to do with a company's ethos and the

company's business in relation to our human capital. The

committee of this Award are currently busy with the

qualifying processes. The awards ceremony will be held

live, in April 2017 in Paris. An e-mail has been received

from the Committee to notify the companies that should

they be successfully nominated in any of the categories,

that the Committee also contact the top media houses

within the country that are represented to inform them of

such awards.

2. Annual Financial Disclosures to CIPC

Natasha Olivier addressed the board in terms of CIPC's

requirements when one submits the company's annual

returns, that the Annual Financial Statements of that

company be submitted to CIPC as well. The problem with

that is that the document becomes exposed in the public

domain. A discussion ensued amongst the board

regarding this matter. It was decided that if it is required

by law then to submit the document, alternatively wait for

CIPC to communicate regarding such submissions.

Jackie Leyds advised that, at present, our financials are in

the public domain in terms of the Tenders that we submit and in doing so, show good faith and transparency. The

board noted and confirmed this.

3. Mandatory Audit Firm Rotation

Natasha Olivier advised the board of a recent notice

issued by IRBA regarding the requirement of Audit Firm

Rotation. In this regard, this only applied to listed

companies. However, in terms of Section 92 of the

Companies Act, there is a requirement of rotation of

auditors. The implication of this is that the audit partner

be rotated and not the firm. Printed documents werepresented to the board for information purposes. The

Board noted such information.

4. Grievance Lodged against Board Member

Natasha Olivier brought to the attention of the Board and

notified them of a grievance that was lodged against Mr TI

Dikani by Mr Angelo Agrizzi in November 2016 wherein heexpressed the misconduct of Mr Dikani.

The Chairman requested a brief review of the complaint,

which was provided to him. It was noted that the meeting

086

held wherein the dispute took place was not a Board

meeting but a Management meeting. The board noted the complaint lodged and the Chairman advised that the

necessary route would need to be taken to address the complaint and that such route would need to follow the

company's grievance procedure and tabled with HR.

The Board confirmed their mutual consensus that the

grievance had been brought to their attention and they

agreed that it be dealt with by the correct forum, being

the company's HR department and grievance processes.

5. Reputational Risk Management

Gavin Watson expressed his dissatisfaction in that

statements are being made outside of the office park that

the Bosasa Board is dysfunctional. He advised that he

takes exception to these statements being made.

The Chairman commented that such statements were

being made outside of the business park and if anyone

was of such opinion, that they should address the correct

forum in order for such statements to be addressed. The

statements made create disruption and division within the

Company and there was a need to protect the brand and

ethos of the company.

Papa Leshabane requested that the board make mention

of this at the ManExco meeting to be held the following

Monday.

Jackie Leyds made reference to the comments that were made by Angelo Agrizzithat the retrenchments conducted

were handled recklessly and the company was hanging

staff out to dry. She commented that this was not the

first time that Bosasa embarked on a retrenchment

process and they were in no way handled any differently

than previous retrenchments. She reiterated that Joe

Campanella was continuously consulted and guided the

process to ensure that the Company complied with the Labour Law legislation. Bosasa is doing what any

organization needs to do to keep afloat and remain competitive. It was noted that business was being lost as

a result of being over staffed and overpriced amongst other things and in so doing, the company was being

pushed out of the market. The board would deem it

reckless if they failed to act in the best interest of the company. The board unanimously confirmed that a duty of care is exercised at all times and when all decisions are

made.

087

6. Other matters

1. Ishmael Dikani advised the board of meeting that was

held with DCS where they wanted more detail on thecompany's pricing, such as number of staff quoted

and required for meetings. The client wanted anexplanation of the responsibilities in order to see

where costs could be cut.

Gavin Watson expressed his concern that in the past,

we were not able to comply with the client's

requirements. Bosasa needs to become more agile, lean and adaptable to the client's needs. In the

current economic climate, there is no requirement for

a premium product as the market depicts pricing and

that is how tenders are now being awarded, merely

on pricing.

Thandi Makoko commented on the aftermath of the DCS legal action that was instituted. She expressed

the challenges she was now facing when interacting

with the clients due to the company instituting legal

action against DCS. The board unanimously agreed and passed a resolution to withdraw the legal

proceedings instituted against DCS and was concerned at how the board ever managed to find

itself in such a position. The concern is that significant decisions and actions are taken without due process

being followed, resulting in a breakdown of the relationship and trust with Angelo Agrizzi. This process

has had a negative impact on the company within the industry and its clients, more so with the marketing

that is done externally within the divisions of the

company. Everyone is discussing the trust factor with

Bosasa and the result thereof has been damaging.

Trevor Mathenjwa commented on the ramifications thereof within the Sondolo sectors. The company is

seen as ridiculed and the board is embarrassed as a result thereof. He concurred with Thandi Makoko that he is also facing major challenges following the legal action that was taken. He reiterated that the various

sectors are inter-linked ie Department of Correctional Services, Department of Justice and SAPS and this has

tarnished the Bosasa brand and reputation in the Public Sector. He stated that he is trying to restore the reputation of the Group but was finding it challenging as there has become a general lack of trust when

dealing with Bosasa following the legal proceedings that was instituted.

088

Papa Leshabane mentioned that a discordance in leadership is not sustainable for the business and it is imperative that the board be unified going forward.

2. Off Site Meetings

Gavin Watson advised that no off-site meetings will beentertained wherein it affects and/or binds thecompany without it being presented to the board and

a decision being taken by the entire board ofDirectors.

3. Legal Advisors

A concern was expressed that the current legaladvisors did not have the company's best interests as

a priority and that they would need to address thematter in order to remind them that they work for

Bosasa Operations (Pty) Ltd and not certain

individuals within the company.

4. BEE Scorecard 2017Jackie Leyds commented on the way forward

regarding the new BEE Scorecard. With the new rules,

the company's BEE level will drop significantly. Thenew codes are more stringent and there are more

checks and balances. It was discussed and suggestedthat we obtain a consolidated score card for the groupat this point. Three (3) elements are measured -ownership, equity and skills. These factors have huge

implications in that if one does not get a total of 40%of all three after the entire scoring is done, then an

entity's rating will drop another level.

Moving forward it was suggested at a committee be formed, chaired by Jackie Leyds that would look at all

of these factors.

Procurement and Skills Development would need to be structured differently. CSI would need to be

redirected into enterprise and supplier development. These factors need to be implemented TRUST-Total Reliance Under Stressful Times-look at all things and

allocate it correctly.

The Chairman raised the importance of the Company

obtaining a Level 1 rating. Currently the companies who have a Level 1 will gain preference in all tenders as this proves that their BEE is in line with the new codes.

089

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5. Financial OverviewAndries van Tonder made a presentation to the Boardon the 2016 Group Audit and Financial overview. Seepresentation attached.

There being no further business the meeting then closed.

Signed as a correct record of the proceedings.

FOR BOSASA EMPOWERMENT AND MANAGEMENT SERVICES (PTY) LTD

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(TI DIKANI NLT MAKOKO (MS)

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FOR BOSASA OPERATIONS (PTY) LTD

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